Intellicheck (IDN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 7, 2025, with shareholders voting on key proposals including a new incentive plan, director elections, auditor ratification, and advisory votes on executive compensation and its frequency.

• Shareholders of record as of April 1, 2025, are eligible to vote, with 19,816,043 shares outstanding.

• The proxy materials and annual report are available online for review.

Voting matters and shareholder proposals

• Proposals include approval of the 2025 Omnibus Incentive Plan, election of six directors for one-year terms, ratification of Forvis Mazars, LLP as independent auditors, advisory say-on-pay, and advisory vote on frequency of say-on-pay.

• The board recommends voting for all proposals and for annual (one-year) frequency of say-on-pay votes.

• No anti-takeover provisions are present or planned.

Board of directors and corporate governance

• The board consists of six directors, with five independent members and one executive (CEO).

• Chairman and CEO roles are separated; all committees are composed solely of independent directors.

• The board and its committees (Audit, Compensation, Nominating/Governance) each met four times in 2024, with all directors attending at least 75% of meetings.

• The Nominating and Corporate Governance Committee considers a broad range of experience and welcomes shareholder recommendations for director candidates.